Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated October 14, 1999) SEC File No. 333-86153
$166,825,000
ALPHARMA INC.
3% Convertible Senior Subordinated Notes Due 2006
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus, dated October 14, 1999, as
supplemented by Prospectus Supplement No. 1 (the "Prospectus"), forming a
part of the Registration Statement on Form S-3 (Registration No. 333-
86153). Any cross references in this Prospectus Supplement No. 2 refer to
portions of the Prospectus.
The purpose of this Prospectus Supplement No. 2 is to amend and
supplement the information set forth in the Prospectus regarding the
selling securityholders. The following table sets forth the name of each
additional selling securityholder and (i) the amount of notes each selling
securityholder listed below owns as of January 9, 2000; (ii) the maximum
amount of notes that each selling securityholder listed below may offer for
his account under this Prospectus; (iii) the amount of common stock owned
by each selling securityholder listed below as of January 9, 2000; and (iv)
the maximum amount of common stock that may be offered for the account of
each selling securityholder listed below under this Prospectus. Each of
such selling securityholder named below acquired notes in the amount
reflected in the table below from a selling securityholder named in the
Prospectus. The respective selling securityholders have furnished all of
the information regarding beneficial ownership to us. Beneficial ownership
of the notes and common stock listed in the table has been determined in
accordance with the applicable rules and regulations promulgated under the
Exchange Act of 1934.
AGGREGATE PRINCIPAL NO. OF
PRINCIPAL AMOUNT OF NO. OF SHARES
AMOUNT OF % OF NOTES SHARES OFFERED
NAME OF SELLING NOTES CLASS OFFERED (1)(2) HEREBY
SECURITY HOLDER HEREBY
Alta Partners Holdings, $1,000,000 * $1,000,000 31,143 31,143
LDC
The Class 1C Company 600,000 * 600,000 18,686 18,686
Limited
Deutsche Bank 3,000,000 1.75 3,000,000 93,429 93,429
Securities
*
Goldman Sachs & Company 250,000 250,000 7,786 7,786
*
Onex Industrial 500,000 500,000 15,571 15,571
Partners Limited
*
Pacific Life Company 500,000 500,000 15,571 15,571
Salomon Brothers Asset 225,000 * 225,000 7,007 7,007
Management, Inc.
UBS Warburg LLC 4,507,000 2.65 4,507,000 140,361 140,361
TOTAL $10,582,000 6.22 $10,582,000 329,554 329,554
*Represents less than 1% of class.
(1) All share amounts shown represent less than 1% of the outstanding
Class A common stock.
(2) Reflects the shares of common stock into which the notes held by such
selling securityholder are convertible at the initial conversion rate.
The conversion price and the number of shares of common stock issuable
upon conversion of the notes may be adjusted under certain
circumstances. Assumes conversion of the full amount of notes held by
the selling securityholder at the initial conversion rate into Class A
common stock and the offering of all of these shares.
No estimate can be given as to the amount of the notes and common
stock that will be held by the selling securityholders at the end of sales
of these notes because the selling securityholders may offer all or
portions of the notes or shares of common stock acquired through conversion
of these notes. Additionally, the selling securityholders named above may
have sold, transferred or otherwise disposed of all or a portion of their
notes and common stock since the date on which they provided the
information regarding their notes and common stock in transactions exempt
from the registration requirements of the Securities Act of 1933. These
sales would affect the data in the table above.
We may from time to time supplement or amend the Prospectus to reflect
the required information concerning and transferee, pledgee, donee or
successor to the selling securityholders named in the prospectus.
The date of this Prospectus Supplement is January 9, 2000.
